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Employee Meeting June 2, 2009 Filed by NATCO Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NATCO Group Inc. Commission File No.: 001-15603 |
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 Agenda • What are we doing? • Why did we do it? • What does it all mean? • What’s next? • How do I keep up? • Who’s that guy? |
 What are
we doing? • NATCO is being acquired by Cameron in a stock-for-stock transaction. • Our shareholders will get 1.185 shares of Cameron for each of their shares: – Today’s equivalent value of about $38.45 share – Represents a 42% premium over average last 10 days trading. • Closing of the transaction is expected during the third quarter, subject to requisite approvals. • NATCO’s organization will become part of Cameron’s DPS Group which includes Petreco and will include their subsea processing initiative. |
 Why did we
do it? • In combination, we will create a premier provider of process solutions, technologies and aftermarket services worldwide. • We can achieve significant synergies by: – Leveraging infrastructure/organization – Eliminating public company costs – Expanding our product offerings – Investing further in R&D and new product development. • The combination maximizes value for shareholders over time. • We share the same core values. |
 What does
it mean? • Recognition of hard work/success. • Short-term uncertainty. • Focus, patience and receptivity to change required. • Assurance that people are fairly treated. • New opportunities for continuing employees. |
 What’s next? • Regulatory process and shareholder vote. • Joint transitional teams to address: – Synergies (only as permitted by regulation) – Optimal organizational design – Pre-planning of post-closing integration – Developing a cohesive branding strategy. • Getting better acquainted with each other. • Running the business, doing our jobs! |
 How do I
keep up? • Communication is the antidote to uncertainty. • Caution: What we can say, and when, is subject to legal constraints and ongoing business considerations. • Regular communication updates: – Deal progress – FAQ’s – Benefits – Website • Websites of interest: www.c-a-m.com • Our commitment: we will tell you everything you need to know as soon as possible even if it is not yet everything you want to know. |
 Who’s that guy? Mr. Jack Moore President & Chief Executive Officer Of Cameron International |
 • Global manufacturer of oilfield equipment • #1 or #2 player in nearly every business • Primarily focused on production and transportation sides of business • Significant leverage to deepwater development activities • Leading aftermarket/service provider • Internationally focused; approximately 65% of revenues generated outside North America • Record year-end backlog provides visibility, protection during down cycle |
 Cameron’s Business Portfolio (2008 Revenues) Exploration/Development/Production Transportation/Refining/L NG Industri al Surface Subsea Drilling Flow Control Distributed Process Surface Subsea Drilling & Production Systems (64% of revenues) Valves & Measurement (25%) Compression Systems (11%) Measurement $500 million $300 million $100 million Separation Reciprocating Centrifugal Engineered |
 Cameron’s Business Portfolio (2008 Revenues) Exploration/Development/Production Transportation/Refining/L NG Industri al Surface Subsea Drilling Flow Control Distributed Process Surface Subsea Drilling & Production Systems (64% of revenues) Valves & Measurement (25%) Compression Systems (11%) Measurement $500 million $300 million $100 million Reciprocating Centrifugal Engineered Separation |
 Q&A |
 Forward-Looking Statements Information set forth in this document may contain forward-looking
statements, which involve a number of risks and uncertainties.
NATCO cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Cameron and NATCO, including future financial and operating results, the
new company's plans, objectives, expectations and intentions
and other statements that are not historical facts. The
following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to satisfy the closing conditions of the transaction, including obtaining regulatory approvals for the transaction and the approval of the merger agreement by the NATCO
stockholders; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other
synergies from the transaction may not be fully realized or may
take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the impact of other acquisitions
that Cameron or NATCO have made or may make before the
transaction; competition and its effect on pricing; and exploration and development spending by E&P operators. Additional factors that may affect future results are contained in Cameron's and NATCO's filings with the Securities and Exchange Commission ("SEC"), which are available at the SEC's web site http://www.sec.gov. Cameron and NATCO disclaim any obligation to update and revise statements contained in these
materials based on new information or otherwise. Additional
Information and Where to Find It In connection with the proposed
merger, Cameron will file with the SEC a Registration Statement on Form S-4 and NATCO will file a proxy statement, which will be mailed to NATCO's stockholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE S-4 AND PROXY STATEMENT REGARDING THE
PROPOSED MERGER WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of
the S-4 and proxy statement (when available) and other related documents filed by Cameron and NATCO with the SEC at the SEC's website at www.sec.gov. The S-4 and proxy statement (when it is
available) and the other documents may also be obtained for free by accessing Cameron's website at www.c-a-m.com under the heading "Investor Relations" and then under the heading "SEC Filings" or by accessing NATCO's website at www.natcogroup.com under the tab "Investor Relations" and then under the heading "SEC
Filings." Participants in the Solicitation NATCO and its directors, executive officers and certain other members of
management and employees may be soliciting proxies from its
stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders in
connection with the proposed merger will be set forth in NATCO's proxy statement when it is filed with the SEC. You can find information about NATCO's executive officers and directors in their definitive proxy statement filed with the SEC on March 23, 2009. You can obtain free copies of these documents from NATCO using the contact information above.
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